Common use of Effectiveness of Amendments and Waivers Clause in Contracts

Effectiveness of Amendments and Waivers. The Amendments contemplated by Section 4.1(a) and 4.1(b) shall become effective (the date of such effectiveness herein referred to as the "Effective Date"), if at all, at such time as the Company and each Current Holder shall have consented in writing to such Amendments by executing and delivering the applicable counterparts of this Agreement. It is understood that any Current Holder may withhold its consent for any reason or for no reason, and that, without limitation of the foregoing, any Current Holder hereby makes the granting of its consent contingent upon its receipt of each of the following: (a) a certificate of the Secretary or Assistant Secretary of the Company certifying as to resolutions of its Board of Directors and other constitutive documents which authorize and permit the Company to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) closing opinions from (i) Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇, special Maryland counsel to the Company, and (iii) ▇▇▇▇▇ ▇▇▇▇▇, Corporate Counsel of the Company, dated as of the Effective Date, covering the matters set forth on Exhibit C to this Agreement. This Section 4.2(b) shall constitute direction by the Company and each Guarantor to such counsel to deliver such closing opinions to the Current Holders; (c) confirmation from your special counsel that its fees and disbursements reflected on a statement delivered in connection with the execution and delivery of this Agreement pursuant to Section 7 have been paid in full; (d) if required by applicable regulations, a Private Placement Number issued by Standard & Poor's CUSIP Service Bureau reflecting the amendment to the interest rate on the Notes contemplated by this Agreement; (e) a Guarantee Agreement, dated as of November 22, 2002 (as may be amended, restated or otherwise modified from time to time, the "Guarantee Agreement"), duly executed by each Guarantor in substantially the form of Exhibit D to this Agreement, and (ii) a certificate of the Secretary or Assistant Secretary of each such Guarantor certifying as to the resolutions of their Board of Directors and other constitutive documents which authorize and permit such Guarantors to execute and deliver the Guarantee Agreement and to consummate the transactions contemplated hereby; (f) the Company shall have received at least $10,000,000 in gross proceeds from the issuance and sale of its convertible preferred stock (in one or more transactions) substantially in accordance with the economic terms set forth on the term sheet dated as of October 24, 2002; (g) copies of one or more agreements reasonably satisfactory to such Current Holder providing for amendments to certain covenants of the Company contained in agreements of the Company with The Bank of Nova Scotia, Bank of America, N.A. and The Northern Trust Company; and (h) the Subsidiary Side Letter.

Effectiveness of Amendments and Waivers. The Waivers and Amendments of the Existing Note Agreement and the Existing Notes contemplated by Section 4.1(a) 3.2, Section 5.1 and 4.1(b) Exhibit A shall become effective only upon the satisfaction in full, on or prior to April 15, 2002, of the following conditions precedent (the which date of such effectiveness herein shall be referred to as the "Effective DateAMENDMENT NO. 3 EFFECTIVE DATE"), if at all, at such time as the Company and each Current Holder shall have consented in writing to such Amendments by executing and delivering the applicable counterparts of this Agreement. It is understood that any Current Holder may withhold its consent for any reason or for no reason, and that, without limitation of the foregoing, any Current Holder hereby makes the granting of its consent contingent upon its receipt of each of the following:): (a) a certificate of the Secretary or Assistant Secretary of the Company certifying as to resolutions and the Holders shall have executed and delivered a counterpart of its Board of Directors and other constitutive documents which authorize and permit the Company to execute and deliver this Agreement and to consummate the transactions contemplated herebyAmendment No. 3; (b) closing opinions from (i) Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇, special Maryland counsel to the Company, representations and (iii) ▇▇▇▇▇ ▇▇▇▇▇, Corporate Counsel of the Company, dated warranties set forth in Section 4 shall be true and correct as of the Amendment No. 3 Effective Date, covering the matters set forth on Exhibit C to this Agreement. This Section 4.2(b) shall constitute direction by the Company and each Guarantor to such counsel to deliver such closing opinions to the Current Holders; (c) confirmation from your special counsel that its fees an amendment and disbursements reflected on a statement delivered restatement of the Intercreditor Agreement in connection with form and substance acceptable to the execution and delivery of this Agreement pursuant to Section 7 Holders shall have been paid in fullexecuted and delivered by all parties thereto and that all conditions precedent to the effectiveness of such amendment will be satisfied; (d) if required by applicable regulations, a Private Placement Number issued by Standard & Poor's CUSIP Service Bureau reflecting each Guarantor shall have executed and delivered the amendment to Guarantor Consent in respect of its obligations under the interest rate on Subsidiary Guaranty and the Notes contemplated by this Agreementother Financing Documents substantially in the form attached hereto as Exhibit B; (e) a Guarantee Agreement, dated as of November 22, 2002 (as may be amended, restated or otherwise modified from time the Company shall have paid via wire transfer to time, the "Guarantee Agreement"), duly executed by each Guarantor in substantially the form of Exhibit D to this Agreement, and (ii) a certificate of the Secretary or Assistant Secretary account of each Holder specified in Exhibit C attached hereto an amendment fee in the amount specified next to such Guarantor certifying as to the resolutions of their Board of Directors and other constitutive documents which authorize and permit such Guarantors to execute and deliver the Guarantee Agreement and to consummate the transactions contemplated hereby;Holder's name in said Exhibit C;1 __________ 1 The amendment fee will be $142,173.56. (f) the Company shall have received at least $10,000,000 in gross proceeds from authorized, by all necessary corporate approval, the issuance execution and sale delivery of its convertible preferred stock (in one or more transactions) substantially in accordance with this Amendment No. 3 and the economic terms performance of all obligations of, and the satisfaction of all closing conditions set forth on in this Section and the term sheet dated as consummation of October 24all transactions contemplated by this Amendment No. 3 by, 2002the Company; (g) copies of one or more agreements reasonably satisfactory to such Current Holder providing for amendments to certain covenants of the Company contained shall have paid to each Holder accrued but unpaid interest on such Holder's Notes for the period March 1, 2002 through and including March 31, 2002, as such interest is determined in agreements of accordance with the Company with The Bank of Nova ScotiaNotes, Bank of America, N.A. and The Northern Trust Company; andas amended hereby; (h) the Subsidiary Side LetterCompany shall have paid to each Holder its pro rata share of the Restructuring Date Payment (as defined in Exhibit A attached hereto) together with accrued but unpaid interest on the amount of such payment for the period April 1, 2002 through and including April 15, 2002, as such interest is determined in accordance with the Notes, as amended hereby; (i) the Company shall have paid the fees and expenses of the Holders' special counsel as provided in Section 6; and (j) all proceedings taken in connection with this Amendment No. 3 and all documents and papers relating thereto shall be satisfactory to the Holders and the Holders' special counsel, and the Holders and the Holders' special counsel shall have received copies of such documents and papers as the Holders or the Holders' special counsel may reasonably request in connection herewith, including any legal opinions of counsel to the Company in respect of the transactions contemplated hereunder.

Effectiveness of Amendments and Waivers. The Amendments contemplated by Section 4.1(a) and 4.1(b) amendments contained in this Amendment shall become effective upon delivery to the Administrative Agent by the Borrower of, and compliance by the Borrower with, the following: 6.1. This Amendment duly executed by the Borrower, the Administrative Agent and the Lenders. 6.2. All Notes requested by a Lender pursuant to Section 2.13 of the Amended Credit Agreement payable to the order of each such requesting Lender. 6.3. A certificate of the Secretary or Assistant Secretary (or other appropriate officer) of the Borrower each Guarantor dated as of the date of such effectiveness herein referred hereof and certifying as to as the "Effective Date"), if at all, at such time as the Company and each Current Holder shall have consented in writing to such Amendments by executing and delivering the applicable counterparts of this Agreement. It is understood that any Current Holder may withhold its consent for any reason or for no reason, and that, without limitation of the foregoing, any Current Holder hereby makes the granting of its consent contingent upon its receipt of each of the following: (a) a certificate A true and accurate copy of the Secretary resolutions or Assistant Secretary unanimous written consent of such Person authorizing, as applicable, the execution, delivery and performance of this Amendment, the Credit Agreement as amended by this Amendment, and any related documents required to be executed or delivered by it under the terms of this Amendment (collectively, the “Amendment Documents”). (b) The incumbency, names, titles and signatures of the Company certifying as to resolutions officers of its Board of Directors and other constitutive documents which authorize and permit the Company such Person authorized to execute the Amendment Documents to which such Person is a party or certifying that there have been no changes to the incumbency, names, titles and deliver signatures of the officers of such Person since the same were previously delivered and certified to the Administrative Agent. 6.4. A certificate, signed by an Authorized Officer of the Borrower, stating that as of the date hereof and after giving effect to the terms of this Agreement Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are (x) with respect to consummate any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case, such representation or warranty shall have been true and correct in all respects on and as of such earlier date, and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of the date hereof except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. 6.5. The Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders and in form and substance satisfactory to the Lenders. 6.6. The Administrative Agent shall have received such documents and certificates relating to the organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the transactions contemplated hereby;, all in form and substance satisfactory to the Administrative Agent and its counsel. (b) closing opinions from 6.7. If the initial Credit Extension will be the issuance of a Facility LC, the Administrative Agent shall have received a properly completed Facility LC Application. 6.8. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 6.9. There shall not have occurred a material adverse change (i) Sidley ▇in the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations of the Borrower and its Subsidiaries taken as a whole, since December 28, 2013 or (ii) in the facts and information regarding such entities as represented by such entities to date. 6.10. The Administrative Agent shall have received all governmental, equity holder and third party consents and approvals necessary in connection with the contemplated financing and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and its Subsidiaries, taken as a whole, and no law or regulation shall be applicable that in the reasonable judgment of the Administrative Agent could have such effect. 6.11. No action, suit, investigation or proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect. 6.12. The Administrative Agent shall have received: (i) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇, special Maryland counsel to (▇▇) audited consolidated financial statements of the CompanyBorrower and its Subsidiaries for the fiscal years ended January 1, 2012, December 29, 2012 and December 28, 2013, and (iii) ▇▇▇▇▇ ▇▇▇▇▇, Corporate Counsel such other information as the Administrative Agent shall reasonably request. 6.13. The Administrative Agent shall have received evidence satisfactory to it of current insurance coverage for the Company, dated as Borrower. 6.14. The Administrative Agent shall have received the results of a recent lien search for the Effective Date, covering the matters set forth on Exhibit C to this Agreement. This Section 4.2(b) shall constitute direction by the Company Borrower and each Guarantor to in the jurisdiction of each such counsel to deliver Person’s jurisdiction of organization and, in each case, such closing opinions searches shall reveal no Liens on any of the assets of the Borrower or such Guarantor except for Liens permitted by Section 6.14 of the Amended Credit Agreement. 6.15. The “Exiting Lender’s Acknowledgment” duly executed and delivered by Comerica Bank and confirmation reasonably satisfactory to the Current Holders;Administrative Agent that the “Repayment Amount” set forth therein has been received by Comerica Bank. (c) confirmation from your special counsel that its 6.16. The Borrowers shall have satisfied such other conditions as specified by the Administrative Agent and the Lenders, including payment of all unpaid legal fees and disbursements reflected on a statement delivered reasonable expenses incurred by the Administrative Agent and the Lenders through the date of this Amendment in connection with the execution and delivery of this Agreement pursuant to Section 7 have been paid in full; (d) if required by applicable regulations, a Private Placement Number issued by Standard & Poor's CUSIP Service Bureau reflecting the amendment to the interest rate on the Notes contemplated by this Agreement; (e) a Guarantee Agreement, dated as of November 22, 2002 (as may be amended, restated or otherwise modified from time to time, the "Guarantee Agreement"), duly executed by each Guarantor in substantially the form of Exhibit D to this Agreement, and (ii) a certificate of the Secretary or Assistant Secretary of each such Guarantor certifying as to the resolutions of their Board of Directors and other constitutive documents which authorize and permit such Guarantors to execute and deliver the Guarantee Credit Agreement and to consummate the transactions contemplated hereby; (f) the Company shall have received at least $10,000,000 in gross proceeds from the issuance and sale of its convertible preferred stock (in one or more transactions) substantially in accordance with the economic terms set forth on the term sheet dated as of October 24, 2002; (g) copies of one or more agreements reasonably satisfactory to such Current Holder providing for amendments to certain covenants of the Company contained in agreements of the Company with The Bank of Nova Scotia, Bank of America, N.A. and The Northern Trust Company; and (h) the Subsidiary Side LetterAmendment Documents.

Effectiveness of Amendments and Waivers. The Amendments amendments and Waivers of the Existing Note Purchase Agreement and the Existing Notes contemplated by Section 4.1(a) paragraph 3.2, paragraph 6.1, paragraph 6.2, and 4.1(b) Exhibit A shall become effective only upon the satisfaction in full, on or prior to April 18, 2001, of the following conditions precedent (the which date of such effectiveness herein shall be referred to as the "Amendment No. 4 Effective Date"), if at all, at such time as the Company and each Current Holder shall have consented in writing to such Amendments by executing and delivering the applicable counterparts of this Agreement. It is understood that any Current Holder may withhold its consent for any reason or for no reason, and that, without limitation of the foregoing, any Current Holder hereby makes the granting of its consent contingent upon its receipt of each of the following:): (a) a certificate of the Secretary or Assistant Secretary of the Company certifying as to resolutions and you shall have executed and delivered a counterpart of its Board of Directors and other constitutive documents which authorize and permit the Company to execute and deliver this Agreement and to consummate the transactions contemplated herebyAgreement; (b) closing opinions from (i) Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇, special Maryland counsel to the Company, representations and (iii) ▇▇▇▇▇ ▇▇▇▇▇, Corporate Counsel of the Company, dated warranties set forth in paragraph 5 shall be true and correct as of the Amendment No. 4 Effective Date, covering the matters set forth on Exhibit C to this Agreement. This Section 4.2(b) shall constitute direction by the Company and each Guarantor to such counsel to deliver such closing opinions to the Current Holders; (c) confirmation from your special counsel that each Restricted Subsidiary shall have executed and delivered the Guarantor Consent in respect of its fees and disbursements reflected on a statement delivered obligations under the Subsidiary Guaranty, substantially in connection with the execution and delivery of this Agreement pursuant to Section 7 have been paid in fullform attached hereto as Exhibit B; (d) if required the Company shall have paid you an amendment fee in the amount of $900,000, such fee to be paid by applicable regulations, a Private Placement Number issued the Company by Standard & Poor's CUSIP Service Bureau reflecting the amendment delivery to you of the interest rate on the Notes contemplated by this Agreement2001 Note; (e) a Guarantee Agreement, dated as of November 22, 2002 (as may be amended, restated or otherwise modified from time the Company shall have delivered to time, you the "Guarantee Agreement"), duly executed by each Guarantor in substantially the form of Exhibit D to this Agreement, and (ii) a certificate of the Secretary or Assistant Secretary of each such Guarantor certifying as to the resolutions of their Board of Directors and other constitutive documents which authorize and permit such Guarantors to execute and deliver the Guarantee Agreement and to consummate the transactions contemplated hereby2001 Warrants; (f) the Company shall have received at least $10,000,000 in gross proceeds from authorized, by all necessary corporate action, the issuance execution and sale delivery of its convertible preferred stock (in one or more transactions) substantially in accordance with each of the economic terms Transaction Documents and the performance of all obligations of, and the satisfaction of all closing conditions set forth on in this paragraph 6 and the term sheet dated as consummation of October 24all transactions contemplated by this Agreement by, 2002the Company; (g) copies of one or more agreements reasonably satisfactory to such Current Holder providing for amendments to certain covenants of the Company contained shall have paid the fees and expenses of your special counsel as provided in agreements of the Company with The Bank of Nova Scotia, Bank of America, N.A. and The Northern Trust Company; andparagraph 7; (h) the Subsidiary Side LetterCompany shall have received the commitment of GTCR LP or its Affiliates, in the form attached hereto as Exhibit D, to purchase a junior subordinated note for the sum of, or provide an equity investment of, $2,000,000 in immediately available funds, payable not later than 10 days after the Amendment No. 4 Effective Date; and (i) all proceedings taken in connection with this Agreement and all documents and papers relating thereto shall be satisfactory to you and your special counsel, and you and your special counsel shall have received copies of such documents and papers as you or your special counsel may reasonably request in connection herewith, including any legal opinions of counsel to the Company in respect of the transactions contemplated hereunder.